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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported)
July 14,
2025
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-14338 |
|
94-2819853 |
(State or other
jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
One Market Street, Ste. 400 |
|
|
San
Francisco, California |
|
94105 |
(Address of principal executive offices) |
|
(Zip Code) |
(415) 507-5000
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
|
ADSK |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosures.
On July 14, 2025, Autodesk provided the following business update:
We are confident in our plans to drive long-term shareholder value and remain focused on executing our established strategic priorities
in cloud, platform, and AI; optimizing our sales and marketing to drive higher margins; and allocating capital to organic investment,
targeted and tuck-in acquisitions, and continuing our share repurchase program as our free cash flow grows.
The information in this current report on Form 8-K shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Safe Harbor Statement
This current report on Form 8-K contains forward-looking statements
that involve risks and uncertainties, including the statements in the first paragraph above. There are a significant number of factors
that could cause actual results to differ materially from statements made in this current report on Form 8-K, including: our strategy
to develop and introduce new products and services and to move to platforms and capabilities, exposing us to risks such as limited customer
acceptance (both new and existing customers), costs related to product defects, and large expenditures; global economic and political
conditions, including changes in monetary and fiscal policy, foreign exchange headwinds, recessionary fears, supply chain disruptions,
resulting inflationary pressures and hiring conditions; geopolitical tension and armed conflicts, economic and regulatory uncertainty
including tariffs and trade wars, and extreme weather events; costs and challenges associated with strategic acquisitions and investments;
our ability to successfully implement and expand our transaction model and our sales and marketing optimization; dependency on international
revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange
rate, taxation, political, and other risks, including risks related to the war against Ukraine launched by Russia and our exit from Russia
and the current conflict between Israel and Hamas; inability to predict subscription renewal rates and their impact on our future revenue
and operating results; existing and increased competition and rapidly evolving technological changes; fluctuation of our financial results,
key metrics and other operating metrics; our transition from up front to annual billings for multi-year contracts; deriving a substantial
portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections; any failure
to successfully execute and manage initiatives to realign or introduce new business and sales initiatives, including our new transaction
model for Flex; net revenue, billings, earnings, cash flow, or new or existing subscriptions shortfalls; social and ethical issues relating
to the use of artificial intelligence in our offerings; our ability to maintain security levels and service performance meeting the expectations
of our customers, and the resources and costs required to avoid unanticipated downtime and prevent, detect and remediate performance degradation
and security breaches; security incidents or other incidents compromising the integrity of our or our customers’ offerings, services,
data, or intellectual property; reliance on third parties to provide us with a number of operational and technical services as well as
software; our highly complex software, which may contain undetected errors, defects, or vulnerabilities; increasing regulatory focus on
privacy issues and expanding laws; governmental export and import controls that could impair our ability to compete in international markets
or subject us to liability if we violate the controls; protection of our intellectual property rights and intellectual property infringement
claims from others; the government procurement process; fluctuations in currency exchange rates; our debt service obligations; and our
investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other
economic factors. Our estimates as to tax rate are based on current interpretations of existing tax law and could be affected by changing
interpretations, further guidance, and additional tax legislation. Further information on potential factors that could affect the financial
results of Autodesk are included in Autodesk’s Form 10-K and subsequent Forms 10-Q, which are on file with the U.S. Securities and Exchange
Commission. Autodesk disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances
that exist after the date on which they were made.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AUTODESK, INC. |
|
|
|
|
By: |
/s/ Janesh Moorjani |
|
|
Janesh Moorjani
Executive Vice President and Chief Financial Officer |
Date: July 14, 2025